Common use of Conduct of Business by the Company Pending the Closing Clause in Contracts

Conduct of Business by the Company Pending the Closing. Except for matters set forth in Section 6.01 of the Company Disclosure Letter or otherwise expressly permitted by this Agreement (or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course of business consistent with past practice (including, without limitation, preparing for and conducting an audit of the Company’s financial statements for the fiscal year ending December 31, 2005 in a manner consistent with past practice), and (ii) use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers, key employees and key independent contractors, and preserve the goodwill and business relationships with customers, suppliers, licensors, licensees and others having business relationships with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 6.01 of the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. Except for matters The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1 of the Company Disclosure Letter or otherwise expressly permitted as specifically contemplated by this Agreement (or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), from the date other provision of this Agreement to the Effective TimeAgreement, or unless Parent shall otherwise consent in writing, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, use its commercially reasonable efforts to (ix) maintain its existence in good standing under applicable Law, (y) subject to the restrictions set forth in this Section 5.1, conduct its business operations only in the ordinary and usual course of business consistent with past practice (including, without limitation, preparing for and conducting an audit of the Company’s financial statements for the fiscal year ending December 31, 2005 in a manner consistent with past practice), and (iiz) use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present the current officers, key employees and key independent contractorsconsultants of the Company and each Company Subsidiary and, and to preserve the goodwill current relationships of the Company and business relationships the Company Subsidiaries with their customers, supplierssuppliers and other persons with which the Company or any Company Subsidiary has significant business relations, licensors, licensees and others having in each case as is reasonably necessary in order to preserve substantially intact its business relationships with themorganization. In addition, and without limiting the generality of the foregoing, except for matters as set forth in Section 6.01 5.1 of the Company Disclosure Letter or otherwise expressly permitted as specifically contemplated by any other provision of this Agreement, from the date of this Agreement to the Effective Time, the Company shall not and shall not permit any of its Subsidiaries to (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the CompanyCompany and its Subsidiaries), between the date of this Agreement and shall not permit any of its Subsidiaries tothe Effective Time, do directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. Except for matters set forth in Section 6.01 of the The Company Disclosure Letter or otherwise expressly permitted by this Agreement (or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company)agrees that, from between the date of this Agreement to and the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 7.1 (the “Pre-Closing Period”), except as set forth in Section 5.1 of the Company Disclosure Schedule or as expressly and specifically permitted by any other provision of this Agreement, unless Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld, conditioned or delayed, the Company shallwill, and shall will cause each of its Subsidiaries Company Subsidiary to, (ia) conduct its business in all material respects in the ordinary course of business consistent with past practice (including, without limitation, preparing for and conducting an audit of the Company’s financial statements for the fiscal year ending December 31, 2005 in a manner consistent with past practice)course, and (iib) use commercially reasonable efforts to preserve intact their respective its business organizations organization, goodwill and goodwillassets and maintain its rights, Company Permits, franchises and existing relations with customers, suppliers, employees, Governmental Entities, lessors and business associates and keep available the services of their respective the Company’s and the Company Subsidiaries’ present officers, key employees and key independent contractors, and preserve the goodwill and business relationships with customers, suppliers, licensors, licensees and others having business relationships with themagents. In addition, and without Without limiting the generality of the foregoing, except for matters as set forth in Section 6.01 5.1 of the Company Disclosure Letter Schedule or otherwise as expressly and specifically permitted by any other provision of this Agreement, from the date of this Agreement to the Effective Time, the Company shall not (unless required by applicable Law or the regulations or requirements of any stock exchange the Exchange or regulatory organization applicable to the Company), and shall not permit any of its Subsidiaries Company Subsidiary to, do during the Pre-Closing Period, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed:):

Conduct of Business by the Company Pending the Closing. Except for matters set forth in Section 6.01 of the The Company Disclosure Letter or otherwise expressly permitted by this Agreement (or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company)covenants and agrees that, from between the date of this Agreement to and the Effective Time, except as set forth in Section 5.1 of the Company shallDisclosure Schedule or as expressly required or expressly permitted by any other provision of this Agreement, unless Parent will otherwise agree in writing (which agreement will not be unreasonably withheld, delayed or conditioned), the Company will, and shall will cause each of its Subsidiaries Company Subsidiary to, (i) conduct its business operations in all material respects in the ordinary course of business consistent with past practice (including, without limitation, preparing for and conducting an audit of the Company’s financial statements for the fiscal year ending December 31, 2005 in a manner consistent with past practice), and (ii) use its commercially reasonable efforts to (A) preserve intact their respective its present business organizations and goodwillorganization, (B) keep available the services of their respective its present officers, key officers and employees and key independent contractors, and (C) preserve the goodwill and business its relationships with customers, suppliers, distributors, licensors, licensees and others having with which it has material business relationships dealings in the ordinary course of business consistent with thempast practice. In addition, and without Without limiting the generality of the foregoing, and as an extension thereof, except for matters as set forth in Section 6.01 5.1 of the Company Disclosure Letter Schedule or otherwise as expressly required or expressly permitted by any other provision of this Agreement, from the date of this Agreement to the Effective Time, the Company shall will not (unless required by applicable Law or the regulations or and requirements of any stock exchange or regulatory organization applicable to the CompanyNASDAQ), and shall will not permit any Company Subsidiary to (unless required by applicable Law or the regulations and requirements of its Subsidiaries toNASDAQ), do between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, Parent (which consent shall will not be unreasonably withheld withheld, delayed or delayed:conditioned):

Conduct of Business by the Company Pending the Closing. Except for matters The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, except as set forth in Section 6.01 5.1 of the Company Disclosure Letter or otherwise expressly permitted Schedule, as required by any other provision of this Agreement (including, for the avoidance of doubt, in connection with the Hawkeye Reorganization and the Intermediate Holdings Reorganization) or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable Law, unless Parent will otherwise consent to the Company), from the date of this Agreement to the Effective Timein writing, the Company shall, shall and shall cause each of its Subsidiaries to, (i) Company Subsidiary to conduct its business operations in the ordinary course of business consistent with past practice (includingin all material respects and, without limitationto the extent consistent therewith, preparing for and conducting an audit of the Company’s financial statements for the fiscal year ending December 31, 2005 in a manner consistent with past practice), and (ii) use commercially reasonable efforts to (a) preserve substantially intact their respective its current business organizations organization and goodwill, keep available the services of their respective present officers, key employees and key independent contractors, (b) maintain and preserve the goodwill in all material respects its assets, properties and business relationships with customers, (including employees and material customers and suppliers, licensors, licensees and others having business relationships with them). In addition, and without Without limiting the generality of the foregoing, except for matters in each case as set forth in Section 6.01 5.1 of the Company Disclosure Letter Schedule, as required by any other provision of this Agreement (including, for the avoidance of doubt, in connection with the Hawkeye Reorganization and the Intermediate Holdings Reorganization) or otherwise expressly permitted as required by this Agreementapplicable Law, from the Company shall not and shall cause each Company Subsidiary not to, between the date of this Agreement to and the earlier of the Effective Time, Time and the Company shall not (unless required by applicable Law or the regulations or requirements termination of any stock exchange or regulatory organization applicable to the Company), and shall not permit any of its Subsidiaries to, this Agreement in accordance with Article 7 do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed:conditioned):

Conduct of Business by the Company Pending the Closing. Except for matters set forth in Section 6.01 of the Company Disclosure Letter or otherwise expressly permitted by this Agreement (or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course of business consistent with past practice (including, without limitation, preparing for and conducting an audit of the Company’s 's financial statements for the fiscal year ending December 31, 2005 in a manner consistent with past practice), and (ii) use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers, key employees and key independent contractors, and preserve the goodwill and business relationships with customers, suppliers, licensors, licensees and others having business relationships with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 6.01 of the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. Except for matters set forth in Section 6.01 of From the Company Disclosure Letter or otherwise expressly permitted by this Agreement (or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), from the date of this Agreement to Execution Date through the Effective Time, except as expressly contemplated by the terms of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course of business consistent with past practice (includingin all material respects and in compliance in all material respects with all applicable Laws, without limitation, preparing for and conducting an audit of the Company’s financial statements for the fiscal year ending December 31, 2005 in a manner consistent with past practice), and (ii) use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers, key employees and key independent contractors, and preserve the goodwill and business relationships with customers, suppliers, licensors, licensees and others having business relationships with themthem and (iii) not take any action which would adversely affect or delay in any material respect the ability of either Parent or the Company to obtain any necessary approvals of any regulatory agency or other Governmental Entity required for the transactions contemplated hereby. In addition, and without limiting the generality of the foregoing, from the Execution Date through the Effective Time, except for matters as expressly contemplated by the terms of this Agreement, as required by applicable Law and except as set forth in Section 6.01 6.1 of the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective TimeSchedule, the Company shall not (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company)not, and shall not permit any of its Subsidiaries to, do any of the following outside of the ordinary course of business consistent with past practices without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed:):

Conduct of Business by the Company Pending the Closing. Except for matters set forth in Section 6.01 of the (a) The Company Disclosure Letter or otherwise expressly permitted by this Agreement (or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company)agrees that, from between the date of this Agreement to and the earliest of the Effective TimeTime and the valid termination of this Agreement pursuant to Section 7.01, except as set forth in Section 5.01 of the Company Disclosure Schedule, expressly permitted by any other provision of this Agreement or as required by Law, unless Parent shall otherwise agree in writing (which agreement may not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, (i) conduct its business operations only in the ordinary course of business consistent with past practice (includingpractice, without limitationcomply, preparing for and conducting an audit in all material respects, with the requirements of all Laws applicable to the Company’s financial statements for the fiscal year ending December 31Company or a Company Subsidiary, 2005 in a manner consistent with past practice)maintain all material Company Permits, and (ii) use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers, key employees its and the Company Subsidiaries’ officers and key independent contractors, and preserve the goodwill and business relationships with customers, suppliers, licensors, licensees and others having business relationships with thememployees. In addition, and without Without limiting the generality of the foregoing, and as an extension thereof, except for matters as set forth in Section 6.01 5.01 of the Company Disclosure Letter or otherwise Schedule, as expressly permitted by any other provision of this AgreementAgreement or as required by Law, from the Company shall not, and shall cause each Company Subsidiary to not, between the date of this Agreement to and the earlier of the Effective TimeTime and the valid termination of this Agreement in accordance with its terms, the Company shall not (unless required by applicable Law directly or the regulations indirectly, do, or requirements of any stock exchange or regulatory organization applicable agree to the Company)do, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld except as provided in Section 5.01(b): (i) amend or delayed:otherwise change the Company Certificate or Company Bylaws or any Company Subsidiaries’ certificate of incorporation or bylaws or equivalent organizational documents;

Conduct of Business by the Company Pending the Closing. Except for matters set forth in Section 6.01 5.01 of the Company Disclosure Letter or otherwise expressly permitted by this Agreement (or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course of business consistent with past practice (including, without limitation, preparing for and conducting an audit of the Company’s financial statements for the fiscal year ending December 31, 2005 in a manner consistent with past practice), and (ii) use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers, key employees and key independent contractors, and preserve the goodwill and business relationships with customers, suppliers, licensors, licensees and others having business relationships with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 6.01 5.01 of the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed: